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Electronics Production | August 01, 2011

Update on Cooper acquisition proposal to Laird

"We think it is in Laird's shareholders interests for Cooper to review limited value driving information and see if a compromise can be reached between our position and Laird's. Unfortunately we are not seeing the same flexibility from Laird."
On 28 July, Laird indicated a willingness to make available reasonable specific information to allow Cooper to assess better the fundamental value of the company, Cooper Industries confirmed its willingness to engage on this basis and to potentially increase its proposed offer from 200 pence per share.

However, Laird has indicated to Cooper that unless Cooper was, after reviewing such information, able to propose an offer at 220 pence (ex dividend) or more the Board of Laird would not be prepared to recommend an offer nor to allow confirmatory due diligence and the necessary extension of the UK Takeover Panel's deadline beyond 5:00pm, Monday 1 August to allow that due diligence and final preparations for a firm offer. Laird required that Cooper agree on this position as a pre-condition to the sharing of any information.

Cooper does not think that a price of 220 pence (ex dividend), a c.60 per cent. premium to Laird's share price of 137.3 pence on 15 June, the last day before Cooper's initial announcement, is appropriate or justifiable to Cooper's shareholders and is unable to agree to the pre-condition Laird has set for the information sharing meetings. Laird has consequently declined to share further information.

Cooper regrets this unsatisfactory state of affairs. As stated in Cooper's announcement on 27 July, Cooper will not proceed without due diligence. Therefore, if there is no change in the Laird Board's position before the UK Takeover Panel's deadline announced on 27 June 2011 currently of 5.00pm on Monday 1 August, Cooper will withdraw its interest (and will make an appropriate announcement under Rule 2.8 of the Takeover Code). Cooper remains prepared and willing to engage with Laird with an open mind on value and to see if a compromise can be reached.

Commenting on the Improved Proposal, Cooper Chairman and CEO Kirk Hachigian said:

"We are frustrated. We have been clear that we have some flexibility on price and are keen to review any information provided by Laird to see if a deal can be done. However we don't think we can justify the 220 pence (ex dividend) per share which Laird says it requires.

We think it is in Laird's shareholders interests for Cooper to review limited value driving information and see if a compromise can be reached between our position and Laird's. Unfortunately we are not seeing the same flexibility from Laird "

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